Code of Conduct

Code of Conduct December 2012

December 2012

Code of Conduct Rules of behaviour

Contents Preface .................................................................................................................................................. 2 Dealings with one another ..................................................................................................................... 3 Ban on discrimination ............................................................................................................................ 3 Equal opportunity employer ................................................................................................................... 3 Legality .................................................................................................................................................. 3 Environmental protection ....................................................................................................................... 3 Health and safety at work ...................................................................................................................... 3 Data protection and handling of information .......................................................................................... 4 Record of Documentation ...................................................................................................................... 4 Economical handling of company resources ......................................................................................... 4 Company property ................................................................................................................................. 4 Trade secrets ......................................................................................................................................... 5 Protection of intellectual property .......................................................................................................... 5 Avoidance of conflicts of interest – private activity ................................................................................ 5 Avoidance of conflicts of interest – Social Networks ............................................................................. 5 Dealings with our customers ................................................................................................................. 6 Dealings with our suppliers – acceptance of gifts .................................................................................. 6 Dealings with competitors ...................................................................................................................... 6 Scope of validity .................................................................................................................................... 7 Report .................................................................................................................................................... 7

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Code of Conduct

December 2012

Preface For the pewag group, combining entrepreneurial action with ethical principles is one of the essential factors in long-term success and is a tradition.

We are convinced that ethical and economic values are dependent on one another and that members of the business community must endeavour to deal fairly with one another and to act within the framework of specified standards.

In our pewag group Code of Conduct we have summarised binding rules of behaviour, which we expect to be observed by all employees of the pewag group. We take it for granted that all employees in the various Group companies abide by the laws and regulations of the countries in which they are employed and fulfil their obligations in a reliable manner. In all aspects of their business operations they must demonstrate honesty and fairness. From our partners, too, we expect recognition of their social responsibility towards their own company, towards customers, suppliers and other business partners, towards the environment and towards society.

In this Code of Conduct, minimum standards are laid down which define the minimum level of compliance, we expect from our staff, customers, suppliers and other contract partners.

These include: • Observance of the statutory provisions of each item of applicable legislation • Avoidance of conflicts of interest • Active and effective combatting of every form of corruption and bribery • Prohibition of forced and child labour • Respect for human rights • Fair working conditions • Acceptance of responsibility for the health and safety of employees • Respect for environmental protection • Confidentiality Through their commitment to the pewag group and by taking into account the ethical principles summarised herein, each individual will help to make our group of companies a finer and more worthwhile environment in which to operate on a daily basis.

CEO

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Code of Conduct

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Dealings with one another Employees of the pewag group always treat both, each other and their relevant superiors appropriately. The interaction of pewag group employees with one another is marked by fairness, openness and trust. All our employees respect each other, show consideration for one another and deal with one another politely and co-operatively. Problems are addressed directly and conflicts solved by openly talking them out. Criticism is expressed objectively and constructively; it is thus also seen and understood as an opportunity for personal improvement as well as the improvement of the overall organisation.

Ban on discrimination All pewag group employees have the right to fair, polite and respectful treatment by superiors and colleagues. We are all obliged to respect the personal worth of other employees. Harassment, any form of unwanted physical contact and workplace bullying are absolutely objectionable and forbidden.

Equal opportunity employer No-one may be discriminated against, i.e. disadvantaged for not objective reasons, on account of his/her race, skin colour, nationality, descent, sex, belief or ideology, political views, age, physical constitution, sexual orientation, appearance or other personal characteristics.

Legality Every employee of the pewag group must observe and comply with all laws and regulations in force within his/her working environment.

Environmental protection The protection of our environment, the economical handling of resources and sustainable management in general is one of the pillars of our strategy. Every employee of the pewag group supports his/her colleagues and therefore the pewag group on a daily basis in improving its sustainability and ecological awareness.

Health and safety at work Safety in the workplace, the safety of all manufacturing processes and the safety of our products are an elementary principle for us.

All employees of the pewag group are expected to comply with the safety regulations and to demonstrate an awareness of danger as well as a state of alertness with respect to all activities. This applies especially to all dangers, which may arise in any of our workplaces or during the use of our products. Any accidents identified or hazards, exposure risks and near accidents considered possible shall be immediately reported to the responsible superior. It is incumbent on the local management of each business unit of the pewag group to set up and monitor a safety organisation.

Every superior is responsible for the protection of his/her staff and must brief, train and supervise them accordingly. In order to determine and assess hazards and exposure risks for people all senior management is obliged to conduct an appropriate risk assessment. This also includes arranging for occupational health examinations.

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Data protection and handling of information For us, protecting the personal data of our employees, customers and suppliers and the respect for national as well as international data protection regulations are a matter of course. We gear our safety standards and our actions towards protecting of personal data from access and unlawful use by unauthorised persons. Our business partners are equally obliged to handle such data with care.

Effective and successful business activity presupposes that all relevant information reaches only the required target group. The unsystematic spreading of information can lead to unwarranted blockages.

All our employees are therefore invited to choose recipients of information carefully with the view to produce the required decisions efficiently, quickly and based on secure information. When passing on information, compliance with adequate security standards should be ensured. When it comes to the transmission of information, therefore, every employee has to be aware of the appropriate degree of confidentiality.

Record of Documentation All the relevant facts concerning business processes and business transactions must be documented systematically and reproducibly. Statutory time limits for keeping documentation must be observed in the same way as in-house regulations imposed for this purpose. A detailed set of regulations is issued in our Management System.

Economical handling of company resources It goes without saying that company resources should be treated economically. Whenever resources are used, it should be examined in advance if this is in the best interest of the pewag group. If different options are conceivable and of equal value the more economical should be chosen.

Company property The property of the pewag group may only be used for business purposes. Each employee is obliged to protect it from loss, damage or theft. Office and stationery supplies, commercial samples and pewag group products are included in the definition of company property.

Each employee of the pewag group is obliged to handle operating equipment, in particular machines and tools as well as information and communication systems with care and exclusively for the purpose for which they are intended. Information and communication systems in particular may only be used for company purposes. The workplace and all equipment used by the workforce or the company must be kept tidy at all times; any damage must be reported to superiors. Company property may not be used for private purposes or removed from the physical premises of the company without the express approval of the responsible manager of the related site within the company.

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Code of Conduct

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Trade secrets Trade secrets and other sensitive information must be handled in confidence and protected from the attention of unauthorised individuals. Employees who have access to trade secrets and confidential information may not pass them on to third parties (this also includes family members/relatives and friends) other than under the regulation of an appropriate Non-Disclosure Agreement concluded in advance in connection with a pewag group business purpose or use them for any other than pewag group business purposes.

Protection of intellectual property Each of us is responsible, and must do everything necessary to protect the intellectual property which exists in the pewag group such as patents, trademarks, brands or expertise from attacks or loss. This also includes refraining from patterns of behaviour which may adversely affect the reputation and the value of the pewag group brands. We should respect the intellectual property of others.

Avoidance of conflicts of interest – private activity Every employee of the pewag group has to notify his/her superior or the personnel department responsible at the first opportunity of any intended acceptance of a role in another company, the commencement of paid part-time employment or his/her intention to undertake any on-going business activity. However, this also applies in particular not only to the acceptance of roles in or for a company with which the company is or could be in a business relationship or in competition but also to equity investments and profit-sharing in such a company.

Conflicts of interest between the official business duties of an employee and his/her personal interests should be avoided. This applies particularly in connection with the processing of contract awards and procurement activities. In such cases, relevant conflicts of interest shall always be disclosed. It also applies to business connections of employees. In the private sphere, too, patterns of behaviour should be avoided which may compromise the interests of the pewag group Avoidance of conflicts of interest – Social Networks The personal use of the internet by pewag staff must be tempered by an awareness of the potential conflicts that may arise. There should be a clear division between "pewag" pages and "personal" pages. On Social Networking sites, you should be mindful that the information you disclose does not bring the pewag into disrepute. For example, editorial staff should not indicate their political allegiance. Non-editorial staff should make their role clear if they wish to engage in political activity. It may not be appropriate to share pewag-related photographs, comments and videos. Offensive comment about pewag colleagues may be deemed a disciplinary offence. You may respond to legitimate criticism of pewag but not remove it. Blogs, micro blogs and other personal websites which do not identify the author as a pewag employee, do not discuss the pewag and are purely personal would fall outside this guidance.

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Code of Conduct

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Dealings with our customers Employees throughout the entire pewag group may not offer, promise, grant or accept any unfair advantages in conjunction with a business activity (money, gifts or other favours or services).

Employees in the sales department (sales force) together with sales or general management are entitled, in the interests of fostering customer relations, to grant benefits within limits set out in the guideline. Whenever invitations are issued to employees of other business partners, the management of the individuals invited should as far as possible be informed in advance.

However, financial or other contributions to public government representatives, representatives of public institutions and employees or representatives of enterprises, which are majoritarianly owned by the state or a regional public administrative unit or to political parties and their representatives, are strictly prohibited.

Dealings with our suppliers – acceptance of gifts Employees of the pewag group may exploit neither their position nor their influence within pewag in order to demand, accept or guarantee any personal benefits. Gifts and invitations as well as other benefits which exceed a symbolic value which are beyond our stipulated, or exceed normal industry standards must be declined politely but firmly. Invitations from suppliers or customers issued to employees of the pewag group may not exceed normal industry standards in terms of relevant value.

Any gifts (nevertheless) received have to be collected and will be raffled off on specific occasions amongst all pewag group employees at a particular site. We also require our suppliers and partners to comply with minimum ethical standards in terms of their commercial conduct. To this effect we publish our own guidelines, to which partners of the pewag group shall commit to.

Dealings with competitors Every employee of the pewag group is obliged to comply with the rules of fair and honest competition.

Our commercial operations are carried out exclusively in accordance with applicable anti-trust laws and guidelines. In particular, no unfair agreements may be made to limit competition (price-fixing agreements, collusive tendering arrangements and agreements regarding production limits or the dividing-up of markets by customers, suppliers, regions or sectors). This guideline is applied in relation to all meetings or other contacts with competitors.

The exchange (ie both the submission as well as the receipt) of sensitive information, for example concerning prices, production and distribution costs, production or supply capacities, capacity utilisation or other relevant information concerning the future competitiveness of the pewag group, is strictly prohibited without exception.It consistently happens that we also manufacture products for competitors. By the same token, we also buy products from our competitors – for instance, for reasons of capacity as well as other reasons. Such customer-supplier relationships may under no circumstances lead to uniform pricing in the market and may also under no circumstances reach significant proportions. We refrain from and particularly do not approve any disparagement of our competitors, their products or employees.

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Scope of validity The rules of this Code of Conduct apply to all employees of the pewag group and its companies – not only literally, but also in terms of intent. Insofar as rules of behaviour are laid down for individual areas of activity or companies in separate guidelines, these guidelines apply without restriction in addition to the Code of Conduct. In cases of doubt, the stricter rule should be followed. For all employees, ie including senior management, a violation of the Code of Conduct may lead to disciplinary actions and eventually the consequences foreseen also by the appropriate laws.

Company management shall ensure that the principles and ethical values of this Code of Conduct are communicated to all employees of the company in an appropriate manner and with appropriate regularity. In addition to their function as a role model, all superiors with disciplinary responsibility have the duty of spreading this Code of Conduct within the company and of monitoring compliance.

As part of his/her managerial responsibility, every superior is responsible for ensuring that all employees within his/her area of accountability understand and follow the rules of the Code. They will be asked at regular intervals for confirmation that they have understood and complied with the rules of the Code and reported all violations which have become known to them and are aware of their responsibility that their employees must comply with the rules of the Code of Conduct.

Report For the present, we intend to refrain from compiling an annual corporate governance report; however, should a need arise for this or an advantage become apparent for our group of companies (in particular if compliance with the rules presented here improves as a result) we will also proceed with the compilation of the report.

The Group Management throughout all levels is commissioned with safeguarding compliance with this Code of Conduct. The Group Legal Department will provide with a tracking of the compliance with this Code of Conduct by collecting all reported deviations and applied countermeasures.

Every employee is entitled and indeed invited to report violations of this Code of Conduct or of the guidelines in force in the pewag group to his/her superior an/or to the Group Legal Department (Mrs Stephanie Fischer, fst@pewag-group.com). The company undertakes not to attach prejudicial blame to any employee if he/she informs Group management (Group Legal Department), company management or a senior executive of an infringement or supposed infringement of this Code of Conduct.

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Code of Conduct